Concord Acquisition Corp II Signs Material Definitive Agreement

Ticker: CNDAW · Form: 8-K · Filed: Aug 27, 2024 · CIK: 1851959

Concord Acquisition CORP II 8-K Filing Summary
FieldDetail
CompanyConcord Acquisition CORP II (CNDAW)
Form Type8-K
Filed DateAug 27, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $11.50, $314,100,000, $10.00, $12.50
Sentimentneutral

Sentiment: neutral

Topics: definitive-agreement, spac

Related Tickers: CNDA

TL;DR

CNDA signed a big deal, details TBD.

AI Summary

Concord Acquisition Corp II (CNDA) announced on August 26, 2024, that it entered into a material definitive agreement. The filing does not disclose the specific counterparty or the nature of the agreement, but it is classified under "BLANK CHECKS" with an SIC code of 6770.

Why It Matters

This filing indicates a significant development for Concord Acquisition Corp II, a special purpose acquisition company, potentially signaling a step towards a business combination or acquisition.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding the nature and potential success of the transaction.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Concord Acquisition Corp II?

The filing does not specify the nature of the material definitive agreement, only that one has been entered into as of August 26, 2024.

Who is the counterparty to the material definitive agreement?

The filing does not disclose the identity of the counterparty to the material definitive agreement.

What is the SIC code for Concord Acquisition Corp II?

The Standard Industrial Classification (SIC) code for Concord Acquisition Corp II is 6770, which corresponds to 'BLANK CHECKS'.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on August 26, 2024.

What is the state of incorporation for Concord Acquisition Corp II?

Concord Acquisition Corp II is incorporated in Delaware.

Filing Stats: 4,601 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-08-27 09:14:37

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 26, 2024, Concord Acquisition Corp II, a Delaware corporation (the "Company") entered into an agreement and plan of merger (the "Merger Agreement") with Events.com, Inc., a California corporation ("Events.com"), and Concord Merger Sub, Inc., a California corporation and a direct, wholly-owned subsidiary of the Company ("Merger Sub"). Pursuant to the Merger Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into Events.com, with Events.com surviving the merger as a wholly-owned subsidiary of the Company (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions" and the closing of the Transactions, the "Closing"). In connection with the Closing, it is expected that the Company will change its name to Events.com, Inc. and is referred to herein as "New CND" as of the time following such change of name. The proposed Merger is expected to be consummated after receipt of the required approvals by the stockholders of the Company and shareholders of Events.com and the satisfaction or waiver of certain other customary conditions, as summarized below. Merger Agreement Consideration The aggregate equity consideration (other than the Unvested Earn Out Shares described below) to be issued to Events.com's stockholders and issuable to certain other Events.com securityholders in the Transactions (the "Merger Consideration") will be a number of shares of New CND Class A common stock, par value $0.0001 per share ("New CND common stock"), equal to 1,000,000 plus the quotient obtained by dividing (i) the sum of (a) $314,100,000, (b) the total amount raised by Events.com in any Interim Financing (as defined below), and (c) the aggregate exercise price of all vested and "in-the-money" stock options and warrants of Events.com outstanding immediately prior to the Closing, by (ii) $10.00. Pri

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 27, 2024, the Company and Events.com issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is the form of presentation to be used by the Company and Events.com in presentations for certain of the Company's stockholders and other persons. The foregoing (including the information presented in Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibits 99.1 and 99.2 that is provided solely in connection with Regulation FD. * * * Important Information About the Transaction and Where to Find It In connection with the proposed Transactions, the Company intends to file with the SEC a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus of the Company in connection with the Transactions and related matters. After the registration to its stockholders. This communication does not contain any information that should be considered by the Company's stockholders concerning the Transactions and is not intended to constitute the basis of any voting or investment decision in respect of the Transactions or the sec

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